Application for Certificate of Authority

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Business Corporations
  5. Foreign Corporations
  6. Certificate of Authority
  7. Application for Certificate of Authority

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  1. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:
    1. The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-2-1506;
    2. The name of the state or country under whose law it is incorporated;
    3. Its date of incorporation;
    4. The mailing address of its principal office;
    5. The address of its registered office in this state and the name of its registered agent at that office; and
    6. The names and respective business addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.
  2. The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.

(Code 1981, §14-2-1503, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2002, p. 989, § 6.)

Law reviews.

- For article summarizing law relating to jurisdiction and venue over domestic and foreign corporations in Georgia, and service therein, see 21 Mercer L. Rev. 457 (1970).

COMMENT

Source: Model Act, § 15.03. This replaces provisions of former §§ 14-2-314 &14-2-315.

Section14-2-1503 provides that a foreign corporation seeking a certificate of authority to transact business in the state must file an application that contains the information set forth in this section. These disclosure requirements are supplemented by the requirements of other sections in this Article - § 14-2-1504,14-2-1508, and14-2-1509 - which require amended or supplemental filings in certain circumstances, and by Section14-2-1622, which requires every qualified foreign corporation to file annual an registration containing specified information.

Subsection (a) is parallel to former § 14-2-314, but former law required more detail, including a statement of corporate purposes, a statement of stated capital, the date when the corporation commenced business in the state. None of them serve any useful purpose under the Code.

Subsection (b) requires submission of a certificate of existence, formerly required by § 14-2-315.

Cross-References Amended certificate of authority, see § 14-2-1504. Annual registration with Secretary of State, see § 14-2-1622. Application of Code to existing qualified foreign corporation, see § 14-2-1702. Certificate of existence, see § 14-2-128. Corporate name, see § 14-2-1506 & Article 4. Corporate purposes, see § 14-2-301. "Deliver" includes mail, see § 14-2-140. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Forms, see § 14-2-121. "Principal office": defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. Registered office and agent, see §§ 14-2-202,14-2-501, &14-2-1507.

Administrative Rules and Regulations.

- Service of Process, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-9.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, a decision under Art. 4 of former Ch. 2 of Title 14, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.

Appointment of agent does not subject foreign corporation to suit.

- The mere appointment by a foreign corporation of a statutory agent to receive service of process, without more, does not subject the corporation to suit in Georgia. Riordan v. W.J. Bremer, Inc., 466 F. Supp. 411 (S.D. Ga. 1979) (decided under former Code 1933, § 22-1405).

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 220 et seq.

C.J.S.

- 19 C.J.S., Corporations, §§ 986, 988.

ALR.

- Mode of proving authority of foreign corporation to do business within state, 2 A.L.R. 1235.


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